Certain Termination Events. In the event that Your termination of employment occurs as result of your death, Disability (as defined in that certain Amended and Restated Employment Agreement by and between You and the Company, effective as of ​, the “Employment Agreement”)), by the Company without Cause (as defined in the Employment Agreement) or by You for Good Reason (as defined in the Employment Agreement) (each, a “Termination Event”), Your RSUs will vest on the date of such a Termination Event based on # the Company’s actual performance with respect to the applicable Performance Criteria during such completed portion of the Performance Period that has provisionally vested on or prior to such a Termination Event and # assuming target achievement of the applicable Performance Criteria for such incomplete portion of the Performance Period that has not provisionally vested on or prior to such a Termination Event.

Other Termination Events. Units not yet vested (and any related Dividend Equivalents) shall be automatically and immediately forfeited to the Company upon the Employee’s ceasing to be employed by the Company and its Subsidiaries for any reason whatsoever, other than death or Retirement of the Employee or except as otherwise determined by the Committee.

The Employment Period and the Employees Basic Compensation, and any and all other rights of the Employee under this Agreement or otherwise as an Employee of the ​ will terminate (except as otherwise provided in this [Section IX]):

NEE Termination Events. Except as expressly set forth herein, this Agreement shall automatically terminate as between all Parties, without further action by NEE, following the delivery to the other Parties of a written notice in accordance with [Section 10.11] hereof by NEE, in the exercise of its discretion, upon the occurrence of or any time after any of the following events has occurred and is continuing, provided, that, NEE’s obligations under [Section 4.03(a)(vi)] shall survive any such termination as set forth herein:

Notice of Termination Events or Potential Termination Events; Etc. # As soon as possible and in any event within two (2) Business Days after the SPV or the Master Servicer obtains (or should have obtained) knowledge of each and any Termination Event or Potential Termination Event, a statement of the chief financial officer or chief accounting officer of the SPV setting forth details of such Termination Event or Potential Termination Event and the action which the SPV proposes to take with respect thereto, which information shall be updated promptly from time to time; # promptly after the SPV obtains knowledge thereof, notice of any litigation, investigation or proceeding that may exist at any time between the SPV and any Person that may result in a Material Adverse Effect or any litigation or proceeding relating to any Transaction Document; and # promptly after the occurrence thereof, notice of a Material Adverse Effect.

Termination of Employment Events. Employee’s employment with ​ will terminate as follows:

Fidelity Funds Termination Events. Except as expressly set forth herein, this Agreement shall automatically terminate as between the Fidelity Funds and the other Parties, following the delivery to the other Parties of a written notice in accordance with [Section 10.11] hereof by the Fidelity Funds, in the exercise of their discretion, upon the occurrence of or any time after any of the following events has occurred and is continuing:

Events. On a Product-by-Product basis, SGI will make one-time payments of each of the sales milestone payments indicated below to Unum when aggregate annual Net Sales of such Product in the Territory in a given calendar year first reach the dollar values indicated below during the Term.

Insolvency Events. Tenant or any guarantor or surety of Tenant’s obligations hereunder shall: # make a general assignment for the benefit of creditors; # commence any case, proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or of any substantial part of its property (collectively a “Proceeding for Relief”); # become the subject of any Proceeding for Relief which is not dismissed within 90 days of its filing or entry; or # die or suffer a legal disability (if Tenant, guarantor, or surety is an individual) or be dissolved or otherwise fail to maintain its legal existence (if Tenant, guarantor or surety is a corporation, partnership or other entity).

ERISA Events. Prompt written notice of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower or any of its Subsidiaries in an aggregate amount exceeding ​; # Environmental Notices. Promptly upon receipt thereof, a copy of any form of written notice, summons, material correspondence or citation received from any Governmental Authority or any other Person, # concerning material violations or alleged violations of Environmental Laws, which seeks or threatens to impose liability on the Borrower or its Subsidiaries therefor, # alleging liability for any material action or omission on the part of the Borrower or any of its Subsidiaries in connection with any Release of Hazardous Material, # providing any written notice of potential responsibility or liability under any Environmental Law or # concerning the filing of a Lien other than a Permitted Lien upon, against or in connection with the Borrower or any of its Subsidiaries, or any of their leased or owned material property, wherever located, in each of cases [(i) through (iv)] that, individually or in the aggregate, could reasonably be expected to result in a liability of the Borrower or any of its Subsidiaries in an aggregate amount exceeding ​; # Information Regarding Loan Parties. Written notice of any change since the Closing Date in the legal name, corporate structure, jurisdiction of organization or formation or organizational identification number of any Loan Party within thirty (30) days after the occurrence thereof (or such longer period as may be agreed to by the Administrative Agent in its discretion);